Exhibit 10.1

 

As adopted by the Board on

May 1, 2018

 



 

NON-AFFILIATED DIRECTOR COMPENSATION PROGRAM

AND

STOCK OWNERSHIP GUIDELINES

 

	
 

Non-Affiliated Director
    	
 
    	
 

For purposes of this program, a “Non-Affiliated Director” is any   director of the Company that is not also an employee of the Company or any of   its subsidiaries.

 
    
	
 

Cash Compensation
    	
 
    	
 

Annual Retainers

·            Board   Member

$90,000

·            Chair   of the Board

$150,000

·            Lead   Independent Director

$50,000

·            Chair   of the Audit Committee

$40,000

·            Chair   of the Compensation Committee

$40,000

·            Chair   of the Nominating and Corporate Governance Committee

$30,000

·            Audit   Committee Member (other than the Chair)

$11,000

·            Compensation   Committee Member (other than the Chair)

$5,500

·            Nominating   and Corporate Governance Committee Member (other than the Chair)

$5,500

 

Special   Assignment Fees

·                 Per day for special assignments   required in connection with board duties (including, without limitation, litigation-related   matters, but excluding days on which a director is required to travel to   attend meetings)

$5,500

 

Payment   Terms

·            All   cash retainers will generally be paid in arrears in equal quarterly   installments no later than the 60th day following   the last date of the applicable quarter; provided, however, that in no event shall fees be paid later than   the date that is 21⁄2 months following the last date of the Company’s fiscal   year for which the retainer relates.

 

·            Special   Assignment Fees will generally be paid in arrears in equal quarterly   installments no later than the 60th day following   the last date of the applicable quarter; provided, however, that in no event shall fees be paid later than   the date that is 21⁄2 months following the last date of the Company’s fiscal   year for which the retainer relates.

 
    


 

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·            Fees will be prorated for partial years   of service, with partial months of service credited for full months.

 
    
	
 

Restricted Stock Units
    	
 
    	
 

New   Appointment/Election RSU Grant

·                                         Each newly elected or appointed   Non-Affiliated Director will receive a grant of RSUs with a grant date value   of $250,000 (the exact number of RSUs to be determined by dividing $250,000   by the NASDAQ Official Closing Price of the Company’s stock on the date of   grant) upon initial election or appointment to the Board.  If a Non-Affiliated Director is newly   elected or appointed at any time other than at the Board meeting immediately   following the annual meeting of shareholders, then the $250,000 grant date   value will be pro-rated by reference to the expected amount of time from the   date of such appointment or election until the Company’s next annual meeting   of stockholders.

 

Annual   RSU Grant

·            Each   Non-Affiliated Director will receive an annual grant of RSUs with a grant   date value of $250,000 (the exact number of RSUs to be determined by dividing   $250,000 by the NASDAQ Official Closing Price of the Company’s stock on the   date of grant) upon re-election to the Board.

 

Grant   Date

·            RSU   grants will be approved by the Board promptly following election, appointment   or re-election to the Board and will be made three business days following   the date of the Board’s approval of such grant.

 

Vesting

·            All   RSUs will vest ratably on a quarterly basis over the one-year period from the   date of grant.

 

·            A   director must be in continuous active service on each applicable vesting   date.

 

·            Vesting   will accelerate on the date of a director’s cessation of service due to death   or Disability.

 

Change   of Control

·            In   the event that the director ceases to serve as a member of the Board of   Directors pursuant to the terms of any business combination or similar   transaction involving the Company, the RSUs will immediately vest as of the   date on which the business combination or similar transaction is consummated.

 

Dividend   Equivalents

·            The   RSUs will not be entitled to receive any payment, payment-in-kind or any   equivalent with regard to any cash or other dividends that are declared and   paid on the Company’s common stock.

 

Award   Agreement

·   RSUs will be granted pursuant to the   Company’s 2014 Incentive Plan and will be subject to the terms of the   applicable Non-Affiliated Director stock RSU agreement as in effect at the   time of grant.

 
    


 

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Expenses
    	
 
    	
 

Directors receive   reimbursement of business and travel expenses from time to time in accordance   with Company policy.

 
    
	
 

Other Benefits
    	
 
    	
 

As determined by the   Board from time-to-time.

 
    
	
 

Affiliated Directors
    	
 
    	
 

Directors who are   employees of the Company or any of its subsidiaries will not be entitled to   compensation as a director.

 
    
	
 

Plan Administration
    	
 
    	
 

The human resources and   the legal departments will administer the Non-Affiliated Directors’   compensation program.

 
    
	
 

Non-Affiliated Director Stock   Ownership Guidelines
    	
 
    	
 

·                                   Each Non-Affiliated Director is   required, within four years following his or her first election to the Board,   to beneficially own (within the meaning of Rule 13d-3 promulgated under   the Securities Exchange Act of 1934, as amended) shares of the Company’s   common stock (including any restricted shares of common stock or restricted   share units payable in shares of the Company’s common stock) having an   aggregate value at least equal to five times the amount of the annual cash   Board retainer that we then pay such director for regular service on the   Board.

 

·                                   For purposes of determining compliance   with the share ownership guidelines, the aggregate value of the shares owned   by the director is  calculated as of   January 2nd of each applicable year (or if such date is not a trading   date, the next trading date) based on the higher of:

 

o               the NASDAQ Official Closing Price of the Company’s   common stock on that day; and

 

o               the NASDAQ Official Closing Price of the Company’s   common stock on the date of grant (or if such date is not a trading date, the   next trading date), for any shares awarded to the director by the Company,   and the actual cost to the director, for any other shares (e.g., with respect   to shares acquired through the exercise of stock options, the exercise   price).

 

·                                   Non-Affiliated Directors are subject to   these guidelines for as long as they continue to serve on the Board.

 
    


 

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